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A Comprehensive Approach

We provide an array of compensation services to meet the individual needs of our clients. In all cases, the resulting compensation plans consistently link to business performance, operate within strong governance frameworks and consider various technical requirements.

Compensation: ClearBridge can be engaged to create a comprehensive compensation program or any part of one. Our most requested services include Total Compensation Review, Annual Incentive Design, Long-Term Incentive Design, Performance Measurement, and Board Compensation. We also advise on a range of Special Situations such as M&A, IPO and turnarounds.

Performance: Across services, ClearBridge provides a strong focus on performance and performance measurement. We have a proven track record of helping clients link compensation to business success — as they each define it — to drive sustainable value for their companies.

Governance: ClearBridge enables clients to execute compensation planning according to deliberate decision-making processes, which delivers confidence in the face of market scrutiny. In addition, ClearBridge can conduct a Compensation Governance Review™ to ensure executive pay plans support the business and align with shareholders, while demonstrating responsible governance practices, particularly in light of Say On Pay. 


Total Compensation Review


  • Develop compensation philosophy to support business strategy
  • Identify peer group of relevant companies to assess market practices
  • Assess pay levels and program design vs. market practices and vs. compensation philosophy
  • Analyze relationship between pay and performance 
  • Determine total compensation program (salary, annual incentive design, long-term incentive design


Incentive Plan Design


Annual Incentive Design

  • Develop annual incentive plans
  • Determine design features including participation, vehicle, target opportunity, leverage, and metrics
  • Consider regulatory and technical requirements
  • Review plan documents

Long-Term Incentive Design

  • Develop long-term incentive plans
  • Determine design features including participation, vehicle, target opportunity, leverage, metrics and time horizon
  • Consider regulatory and technical requirements
  • Analyze share usage (overhang and run-rate) vs. market practices
  • Determine share request terms
  • Assist with approval process involving multiple stakeholders
  • Review plan documents 


Performance Measurement


  • Identify key strategic objectives for success
  • Define performance metrics and targets for those objectives, to ensure goals meet or exceed shareholder expectations
  • Calibrate pay for performance relationship
  • Run simulations to test plan results under different scenarios to avoid surprises 


Compensation Governance Review™

  • Understand shareholder base and views on governance practices
  • Assess compensation program from a governance perspective
  • Identify favorable governance practices and any areas that may require further discussion
  • Ensure program continues to meet business needs, with consideration of the governance implications 


Board Compensation


  • Assess board compensation versus market practices
  • Determine board compensation structure (e.g., mixture of cash vs. equity; retainers and meeting fees vs. flat fee structure)
  • Determine equity ownership and holding requirements 


Special Situations


  • Mergers and Acquisitions
  • Spin-Offs
  • IPOs
  • Bankruptcies
  • Turnarounds
  • Joint Ventures
  • Employment Agreements


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